EXHIBIT
      4.3

     

    REGISTRATION
      RIGHTS AGREEMENT

     

    THIS
      REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made and entered into as of
      August ● by and among Apollo Gold Corporation, a Yukon Territory corporation
      (the “Company”), as evidenced by the signatures of the Company and the
      Subscribers pursuant to the Subscription Agreements for Flow-Through Shares
      (the
“Subscription Agreements”), dated ●. In order to induce the Subscribers under
      the Subscription Agreements to enter into the Subscription Agreements, the
      Company has agreed to provide the registration rights set forth in this
      Agreement.

     

    The
      Company agrees with the Subscribers (each of the foregoing a “Holder” and
      together the “Holders”), as follows:

     

    
      
        SECTION
          1. Definitions.
          

      

    

     

    Capitalized
      terms used herein without definition shall have their respective meanings set
      forth in the Subscription Agreements. In addition to the terms that are defined
      elsewhere in this Agreement, the following terms shall have the following
      meanings:

     

    “Affiliate,”
      with respect to any specified person, has the meaning specified in Rule
      144.

     

    “Common
      Shares” means the Company’s common shares, no par value.

     

    “Company”
      has the meaning specified in the first paragraph of this Agreement.

     

    “Deferral
      Notice” has the meaning specified in Section 3(d) hereof. “Deferral Period” has
      the meaning specified in Section 3(d) hereof.

     

    “Effectiveness
      Deadline Date” has the meaning specified in Section 2(a) hereof.

     

    “Effectiveness
      Period” means the period commencing on the Issue Date and ending on the date
      that all Registrable Securities have ceased to be Registrable
      Securities.

     

    “Exchange
      Act” means the United States Securities Exchange Act of 1934, as amended, and
      the rules and regulations of the SEC promulgated thereunder.

     

    “Filing
      Deadline Date” has the meaning specified in Section 2(a) hereof.

     

    “Holder”
      has the meaning specified in the second paragraph of this
      Agreement.

     

    “Income
      Tax Act” means the Income Tax Act (Canada), together with any and all
      regulations promulgated thereunder, as amended from time to time.

     

    “Initial
      Resale Registration Statement” has the meaning specified in Section 2(a)
      hereof.

     

    “Issue
      Date” means August [__], 2008.


    
      
        
        

      

      
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    “Material
      Event” has the meaning specified in Section 3(d) hereof.

     

    “Notice
      and Questionnaire” means a written notice delivered to the Company containing
      substantially the information called for by the Selling Securityholder Notice
      and Questionnaire attached as Annex A to this Agreement.

     

    “Notice
      Holder” means on any date, any Holder that has delivered a Notice and
      Questionnaire to the Company on or prior to such date.

     

    “Offering”
      means the offering and sale of Flow-Through Shares to the
      Subscribers.

     

    “Prospectus”
      means the prospectus included in any Registration Statement (including, without
      limitation, a prospectus that discloses information previously omitted from
      a
      prospectus filed as part of an effective registration statement in reliance
      upon
      Rule 415 promulgated under the Securities Act), as amended or supplemented
      by
      any amendment or prospectus supplement, including post-effective amendments,
      and
      all materials incorporated by reference or explicitly deemed to be incorporated
      by reference in such Prospectus.

     

    “Registrable
      Securities” means the Common Shares issued to Subscribers in the Offering and
      any security issued with respect thereto upon any stock dividend, split, merger
      or similar event until, in the case of any such security, the earlier of (i)
      the
      sale pursuant to Rule 144 under the Securities Act or a registration statement
      of such Registrable Securities or (ii) the expiration of the holding period
      applicable thereto under Rule 144(d) for such Registrable Securities, assuming
      such securities are not held by an Affiliate of the Company.

     

    “Registration
      Statement” means any registration statement of the Company that covers any of
      the Registrable Securities pursuant to the provisions of this Agreement,
      including the Prospectus, amendments and supplements to such registration
      statement, including post-effective amendments, all exhibits, and all materials
      incorporated by reference or explicitly deemed to be incorporated by reference
      in such registration statement.

     

    “Resale
      Registration Statement” has the meaning specified in Section 2(a)
      hereof.

     

    “Rule
      144” means Rule 144 under the Securities Act, as such Rule may be amended from
      time to time, or any similar or successor rule or regulation hereafter adopted
      by the SEC having substantially the same effect as such Rule.

     

    “SEC”
      means the United States Securities and Exchange Commission and any successor
      agency.

     

    “Securities
      Act” means the United States Securities Act of 1933, as amended, and the rules
      and regulations promulgated by the SEC thereunder.

     

    “Subscribers”
      means the subscribers to the Subscription Agreements.


    
      
        
        

      

      
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    “Subsequent
      Resale Registration Statement” has the meaning specified in Section 2(b)
      hereof.

     

    “Flow-Through
      Common Shares” means a Common Share that qualifies as a “Flow-Through Share” as
      defined in the Income Tax Act.

     

    
      
        SECTION
          2. Resale
          Registration.

      

    

     

    
      	 	
              (a)

            	
              The
                Company shall prepare and file or cause to be prepared and filed
                with the
                SEC no later than a date which is forty-five (45) days after the
                Issue
                Date (the “Filing Deadline Date”) a Registration Statement (the “Initial
                Resale Registration Statement”) registering the resale from time to time
                by Holders of all of the Registrable Securities (a “Resale Registration
                Statement”). The Initial Resale Registration Statement shall be on Form
                S-3 or another appropriate form permitting registration of such
                Registrable Securities for resale by such Holders in accordance with
                the
                methods of distribution set forth in the Initial Resale Registration
                Statement. The Company shall use its commercially reasonable efforts
                to
                cause the Initial Resale Registration Statement to be declared effective
                under the Securities Act no later than the date (the “Effectiveness
                Deadline Date”) that is one hundred and twenty (120) days (or, in the case
                of a full review by the SEC, one hundred and eighty (180) days) after
                the
                Issue Date, and to keep, subject to Section 3(d)(A) hereof, the Initial
                Resale Registration Statement (or any Subsequent Resale Registration
                Statement) continuously effective under the Securities Act until
                the
                expiration of the Effectiveness Period; provided, however, that if
                the SEC
                determines that the Company is ineligible to use Form S-3 to register
                the
                resale by any Holder of the Registrable Securities because such Holder
                is
                deemed to be an Affiliate of the Company, then the Filing Deadline
                Date
                with respect to any such Affiliate shall be 90 days after the Issue
                Date
                and the Effectiveness Deadline Date shall be 180 days after the Issue
                Date. Each Holder that became a Notice Holder on or prior to the
                date ten
                (10) Business Days prior to the time that the Initial Resale Registration
                Statement became effective shall be named as a selling security holder
                in
                the Initial Resale Registration Statement and the related Prospectus
                in
                such a manner as to permit such Holder to deliver such Prospectus
                to
                purchasers of Registrable Securities in accordance with applicable
                law
                (other than laws not generally applicable to all such Holders).
                Notwithstanding the foregoing, no Holder shall be entitled to have
                the
                Registrable Securities held by it covered by such Resale Registration
                Statement unless such Holder has provided a Notice and Questionnaire
                in
                accordance with and in compliance with Section 4. The Company may
                permit
                any of its security holders to include any of the Company’s securities in
                the Initial Resale Registration Statement or any Subsequent Resale
                Registration Statement.

            


    

     

    
      	 	
              (b)

            	
              If
                the Initial Resale Registration Statement or any Subsequent Resale
                Registration Statement ceases to be effective for any reason at any
                time
                during the Effectiveness Period, the Company shall use its commercially
                reasonable efforts to obtain the prompt withdrawal of any order suspending
                the effectiveness thereof, and in any event shall within thirty (30)
                days
                of such cessation of effectiveness amend the Resale Registration
                Statement
                in a manner reasonably expected by the Company to obtain the withdrawal
                of
                the order suspending the effectiveness thereof, or file an additional
                Resale Registration Statement covering all of the securities that
                as of
                the date of such filing are Registrable Securities (a “Subsequent Resale
                Registration Statement”). If a Subsequent Resale Registration Statement is
                filed, the Company shall use commercially reasonable efforts to cause
                the
                Subsequent Resale Registration Statement to become effective as promptly
                as is reasonably practicable after such filing or, if filed during
                a
                Deferral Period, after the expiration of such Deferral Period, and
                to keep
                such Registration Statement (or Subsequent Resale Registration Statement),
                subject to Section 3(d)(A) hereof, continuously effective until the
                end of
                the Effectiveness Period.

            


    


    
      
        
        

      

      
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              (c)

            	
              The
                Company shall supplement and amend the Initial or any Subsequent
                Resale
                Registration Statement if required by the rules, regulations or
                instructions applicable to the registration form used by the Company
                for
                such Resale Registration Statement, if required by the Securities
                Act.

            


    

     

    
      	 	
              (d)

            	
              Each
                Holder of Registrable Securities agrees that if such Holder wishes
                to sell
                Registrable Securities pursuant to a Resale Registration Statement
                and
                related Prospectus, it will do so only in accordance with this Section
                2(d), Section 3(d) and Section 4. Each Holder of Registrable Securities
                wishing to sell Registrable Securities pursuant to the Initial or
                any
                Subsequent Resale Registration Statement and related Prospectus agrees
                to
                deliver a Notice and Questionnaire to the Company promptly following
                the
                date hereof and notify the Company of any change in such information
                at
                least five (5) business days prior to the filing of the Initial Resale
                Registration Statement or subsequent Resale Registration Statement.
                From
                and after the date the Initial Resale Registration Statement is declared
                effective, the Company shall, as promptly as is reasonably practicable
                after the date a fully completed and legible Notice and Questionnaire
                is
                received by the Company, (i) if required by applicable law, file
                with the
                SEC a post-effective amendment to the Resale Registration Statement
                or
                prepare and, if required by applicable law, file a supplement to
                the
                related Prospectus or a supplement or amendment to any document
                incorporated therein by reference or file any other document required
                by
                the SEC so that the Holder delivering such Notice and Questionnaire
                is
                named as a selling security holder in the Resale Registration Statement
                and the related Prospectus in such a manner as to permit such Holder
                to
                deliver such Prospectus to purchasers of the Registrable Securities
                in
                accordance with applicable law (other than laws not generally applicable
                to all Holders of Registrable Securities wishing to sell Registrable
                Securities pursuant to the Resale Registration Statement and related
                Prospectus) and using the manner of sale specified in the Notice
                and
                Questionnaire, and, if the Company shall file a post-effective amendment
                to the Resale Registration Statement, use commercially reasonable
                efforts
                to cause such post-effective amendment to be declared effective under
                the
                Securities Act as promptly as is reasonably practicable; (ii) provide
                such
                Holder copies of any documents filed pursuant to Section 2(d)(i);
                and
                (iii) notify such Holder as promptly as is reasonably practicable
                after
                the effectiveness under the Securities Act of any post-effective
                amendment
                filed pursuant to Section 2(d)(i); provided, that if such Notice
                and
                Questionnaire is delivered during a Deferral Period, the Company
                shall so
                inform the Holder delivering such Notice and Questionnaire and shall
                take
                the actions set forth in clauses (i), (ii) and (iii) above upon expiration
                of the Deferral Period in accordance with Section 3(d), provided,
                further,
                that if under applicable law the Company has more than one option
                as to
                the type or manner of making any such filing, the Company will make
                the
                required filing or filings in the manner or of a type that is reasonably
                expected to result in the earliest availability of the Prospectus
                for
                effecting resales of Registrable Securities. Notwithstanding anything
                contained herein to the contrary, the Company shall be under no obligation
                to name any Holder that is not a Notice Holder as a selling security
                holder in any Registration Statement or related Prospectus; provided,
                however, that any Holder that becomes a Notice Holder pursuant to
                the
                provisions of this Section 2(d) of this Agreement (whether or not
                such
                Holder was a Notice Holder at the time the Registration Statement
                was
                initially declared effective) shall be named as a selling security
                holder
                in the Registration Statement or related Prospectus subject to and
                in
                accordance with the requirements of this Section
                2(d).

            


    


    
      
        
        

      

      
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        SECTION
          3. Registration
          Procedures. 

      

    

     

    In
      connection with the registration obligations of the Company under Section 2
      hereof, the Company shall:

     

    
      	 	
              (a)

            	
              Prepare
                and file with the SEC such amendments and post-effective amendments
                to
                each Registration Statement as may be necessary to keep such Registration
                Statement continuously effective for the applicable period specified
                in
                Section 2(a); cause the related Prospectus to be supplemented by
                any
                required Prospectus supplement, and as so supplemented to be filed
                pursuant to Rule 424 (or any similar provisions then in force) under
                the
                Securities Act; and use commercially reasonable efforts to comply
                with the
                provisions of the Securities Act applicable to it with respect to
                the
                disposition of all securities covered by such Registration Statement
                during the Effectiveness Period in accordance with the intended methods
                of
                disposition by the sellers thereof set forth in such Registration
                Statement as so amended or such Prospectus as so
                supplemented.

            


    

     

    
      	 	
              (b)

            	
              Submit
                to the SEC, within two (2) Business Days after the Company learns
                that no
                review of a particular Registration Statement will be made by the
                staff of
                the SEC or that the staff has no further comments on a particular
                Registration Statement, as the case may be, a request for acceleration
                of
                effectiveness of such Registration Statement to a time and date not
                later
                than 48 hours after the submission of such
                request.

            


    

     

    
      	 	
              (c)

            	
              Use
                commercially reasonable efforts to obtain the withdrawal of any order
                suspending the effectiveness of a Registration Statement or the lifting
                of
                any suspension of the qualification (or exemption from qualification)
                of
                any of the Registrable Securities for sale in any jurisdiction in
                which
                they have been qualified for sale, in either case at the earliest
                possible
                moment or, if any such order or suspension is made effective during
                any
                Deferral Period, at the earliest possible moment after the expiration
                of
                such Deferral Period.

            


    


    
      
        
        

      

      
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              (d)

            	
              Upon
                (A) the issuance by the SEC of a stop order suspending the effectiveness
                of the Resale Registration Statement or the initiation of proceedings
                with
                respect to the Resale Registration Statement under Section 8(d) or
                8(e) of
                the Securities Act, (B) the occurrence of any event or the existence
                of
                any fact (a “Material Event”) as a result of which any Registration
                Statement shall contain any untrue statement of a material fact or
                omit to
                state any material fact required to be stated therein or necessary
                to make
                the statements therein not misleading, or any Prospectus shall contain
                any
                untrue statement of a material fact or omit to state any material
                fact
                necessary to make the statements therein, in light of the circumstances
                under which they were made, not misleading (including, in any such
                case,
                as a result of the non-availability of financial statements), or
                (C) the
                occurrence or existence of any development, event, fact, situation
                or
                circumstance relating to the Company that, in the discretion of the
                Company, makes it appropriate to suspend the availability of the
                Resale
                Registration Statement and the related Prospectus, (i) in the case
                of
                clause (B) above, subject to the next sentence, as promptly as is
                reasonably practicable prepare and file a post-effective amendment
                to such
                Registration Statement or a supplement to the related Prospectus
                or any
                document incorporated therein by reference or file any other required
                document that would be incorporated by reference into such Registration
                Statement and Prospectus so that such Registration Statement does
                not
                contain any untrue statement of a material fact or omit to state
                any
                material fact required to be stated therein or necessary to make
                the
                statements therein not misleading, and such Prospectus does not contain
                any untrue statement of a material fact or omit to state any material
                fact
                necessary to make the statements therein, in the light of the
                circumstances under which they were made, not misleading, as thereafter
                delivered to the purchasers of the Registrable Securities being sold
                thereunder, and, in the case of a post-effective amendment to a
                Registration Statement, subject to the next sentence, use commercially
                reasonable efforts to cause it to be declared effective as promptly
                as is
                reasonably practicable, and (ii) give notice (via facsimile, telephone
                or
                electronic mail followed by a written notice by first-class mail)
                to the
                Notice Holders that the availability of the Resale Registration Statement
                is suspended (a “Deferral Notice”) and, upon receipt of any Deferral
                Notice, each Notice Holder agrees not to sell any Registrable Securities
                pursuant to the Registration Statement until such Notice Holder’s receipt
                of copies of the supplemented or amended Prospectus provided for
                in clause
                (i) above, or until it is advised in writing by the Company that
                the
                Prospectus may be used, and has received copies of any additional
                or
                supplemental filings that are incorporated or deemed incorporated
                by
                reference in such Prospectus. The Company will use commercially reasonable
                efforts to ensure that the use of the Prospectus may be resumed (x)
                in the
                case of clause (A) above, as promptly as is reasonably practicable,
                (y) in
                the case of clause (B) above, as soon as, in the sole reasonable
                judgment
                of the Company, public disclosure of such Material Event would not
                be
                prejudicial to or contrary to the interests of the Company or, if
                necessary to avoid unreasonable burden or expense, as soon as reasonably
                practicable thereafter and (z) in the case of clause (C) above, as
                soon
                as, in the reasonable discretion of the Company, such suspension
                is no
                longer appropriate. The period during which the availability of the
                Registration Statement and any Prospectus is suspended (the “Deferral
                Period”) is not to exceed (i) 20 consecutive days at any one time; (ii)
                30
                days in the aggregate in any three-month period; or (iii) 60 days
                in the
                aggregate during any 12-month period, or as otherwise required by
                applicable regulatory authority; provided that, the number of days
                the
                Company is required to keep the Registration Statement effective
                shall be
                extended by the number of days equal to the aggregate Deferral Period(s).
                The first day of any Deferral Period must be at least two (2) trading
                days
                after the last day of any prior Deferral
                Period.

            


    


    
      
        
        

      

      
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              (e)

            	
              During
                the Effectiveness Period (except during such periods that a Deferral
                Notice is outstanding and has not been revoked), deliver to each
                Notice
                Holder in connection with any sale of Registrable Securities pursuant
                to a
                Registration Statement, without charge, as many copies of the Prospectus
                or Prospectuses relating to such Registrable Securities and any amendment
                or supplement thereto as such Notice Holder may reasonably request;
                and
                the Company hereby consents (except during such periods that a Deferral
                Notice is outstanding and has not been revoked) to the use of such
                Prospectus or each amendment or supplement thereto by each Notice
                Holder
                in connection with any offering and sale of the Registrable Securities
                covered by such Prospectus or any amendment or supplement thereto
                in the
                manner set forth therein.

            


    

     

    
      	 	
              (f)

            	
              Subject
                to Section 3(d), prior to any public offering of the Registrable
                Securities pursuant to the Resale Registration Statement, use commercially
                reasonable efforts to register or qualify or cooperate with the Notice
                Holders in connection with the registration or qualification (or
                exemption
                from such registration or qualification) of such Registrable Securities
                for offer and sale under the securities or Blue Sky laws of such
                jurisdictions within the United States as any Notice Holder reasonably
                requests in writing (which request may be included in the Notice
                and
                Questionnaire), it being agreed that no such registration or qualification
                will be made unless so requested; prior to any public offering of
                the
                Registrable Securities pursuant to the Resale Registration Statement,
                use
                commercially reasonable efforts to keep each such registration or
                qualification (or exemption therefrom) effective during the Effectiveness
                Period in connection with such Notice Holder’s offer and sale of
                Registrable Securities pursuant to such registration or qualification
                (or
                exemption therefrom) and do any and all other acts or things necessary
                to
                enable the disposition in such jurisdictions of such Registrable
                Securities in the manner set forth in the relevant Registration Statement
                and the related Prospectus; provided, that the Company will not be
                required to (i) qualify as a foreign corporation or as a dealer in
                securities in any jurisdiction where it is not otherwise qualified
                or (ii)
                take any action that would subject it to general service of process
                in
                suits or to taxation in any such jurisdiction where it is not then
                so
                subject.

            


    

     

    
      
        
        

      

      
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              SECTION
                4.

            	
              Holder’s
                Obligations. 

            


    

     

    Each
      Holder agrees, by acquisition of the Registrable Securities, that no Holder
      of
      Registrable Securities shall be entitled to sell any of such Registrable
      Securities pursuant to a Registration Statement or to receive a Prospectus
      relating thereto, unless such Holder has furnished the Company with a properly
      completed Notice and Questionnaire as required pursuant to this Section 4
      (including the information required to be included in such Notice and
      Questionnaire) and the information set forth in the next sentence. Each Holder
      of Registrable Securities wishing to sell Registrable Securities pursuant to
      the
      Initial or any Subsequent Resale Registration Statement and related Prospectus
      agrees to deliver a Notice and Questionnaire to the Company promptly following
      the date hereof and notify the Company of any change in such information at
      least five (5) business days prior to the filing of the Initial Resale
      Registration Statement or Subsequent Resale Registration Statement. Each Notice
      Holder agrees promptly to furnish to the Company in writing all information
      required to be disclosed in order to make the information previously furnished
      to the Company by such Notice Holder not misleading, any other information
      regarding such Notice Holder and the distribution of such Registrable Securities
      as may be required to be disclosed in the Registration Statement under
      applicable law or pursuant to SEC comments and any information otherwise
      required by the Company to comply with applicable law or regulations. Each
      Holder further agrees, following termination of the Effectiveness Period, to
      notify the Company, within ten (10) Business Days of a request, of the amount
      of
      Registrable Securities sold pursuant to the Registration Statement and, in
      the
      absence of a response, the Company may assume that all of the Holder’s
      Registrable Securities were so sold.

     

    
      	
              SECTION
                5.

            	
              Registration
                Expenses. 

            


    

     

    The
      Company shall bear all fees and expenses incurred in connection with the
      performance by the Company of its obligations under Sections 2 and 3 of this
      Agreement whether or not any of the Registration Statements are declared
      effective. Such fees and expenses shall include, without limitation, (i) all
      registration and filing fees (including, without limitation, fees and expenses
      (x) with respect to filings required to be made with the American Stock Exchange
      and (y) of compliance with federal and state securities or Blue Sky laws to
      the
      extent such filings or compliance are required pursuant to this Agreement
      (including, without limitation, reasonable fees and disbursements of the counsel
      specified in the next sentence in connection with Blue Sky qualifications of
      the
      Registrable Securities under the laws of such jurisdictions as the Notice
      Holders of a majority of the Registrable Securities being sold pursuant to
      a
      Registration Statement may designate)), (ii) printing expenses, (iii)
      duplication expenses relating to copies of any Registration Statement or
      Prospectus delivered to any Holders hereunder, and (iv) fees and disbursements
      of counsel for the Company in connection with the Resale Registration Statement,
      provided, however, that the Company shall not be responsible for any brokers'
      fees, commissions or discounts in connection with the sale of Registrable
      Securities or the fees and expenses of legal counsel for the Holders. In
      addition, the Company shall pay its internal expenses (including, without
      limitation, all salaries and expenses of officers and employees performing
      legal
      or accounting duties), and its expenses for any annual audit, the fees and
      expenses incurred in connection with the listing of the Registrable Securities
      on any securities exchange on which the same securities of the Company are
      then
      listed and the fees and expenses of any person, including special experts,
      retained by the Company.


    
      
        
        

      

      
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              SECTION
                6.

            	
              Information
                Requirements. 

            


    

     

    The
      Company covenants that, if at any time before the end of the Effectiveness
      Period the Company is not subject to the reporting requirements of the Exchange
      Act, it will cooperate with any Holder of Registrable Securities and take such
      further reasonable action as any Holder of Registrable Securities may reasonably
      request in writing (including, without limitation, making such reasonable
      representations as any such Holder may reasonably request), all to the extent
      required from time to time to enable such Holder to sell Registrable Securities
      without registration under the Securities Act within the limitations of Rule
      144
      under the Securities Act and customarily taken in connection with sales pursuant
      to such exemptions. Upon the written request of any Holder of Registrable
      Securities, the Company shall deliver to such Holder a written statement as
      to
      whether it has complied with the filing requirements of Rule 144.

     

    
      	
              SECTION
                7.

            	
              Indemnification
                and Contribution.

            


    

     

    
      	 	
              (a)

            	
              The
                Company agrees to indemnify and hold harmless each Holder of Registrable
                Securities covered by the Resale Registration Statement, the directors,
                officers, employees, Affiliates and agents of each such Holder and
                each
                person who controls any such Holder within the meaning of either
                the
                Securities Act or the Exchange Act against any and all losses, claims,
                damages or liabilities, joint or several, to which they or any of
                them may
                become subject under the Securities Act, the Exchange Act or other
                federal
                or state statutory law or regulation, at common law or otherwise,
                insofar
                as such losses, claims, damages or liabilities (or actions in respect
                thereof) arise out of or are based upon any untrue statement or alleged
                untrue statement of a material fact contained in the Resale Registration
                Statement or in any amendment thereof, in each case at the time such
                became effective under the Securities Act, or in any preliminary
                Prospectus or the Prospectus, or in any amendment thereof or supplement
                thereto, or arise out of or are based upon the omission or alleged
                omission to state therein a material fact required to be stated therein
                or
                necessary to make the statements therein (in the case of any preliminary
                Prospectus or the Prospectus, in the light of the circumstances under
                which they were made) not misleading, and agrees to reimburse each
                such
                indemnified party, as incurred, for any legal or other expenses reasonably
                incurred by it in connection with investigating or defending any
                such
                loss, claim, damage, liability or action; provided, however, that
                the
                Company will not be liable in any such case to the extent that any
                such
                loss, claim, damage or liability arises out of or is based upon any
                such
                untrue statement or alleged untrue statement or omission or alleged
                omission made therein in reliance upon and in conformity with written
                information furnished to the Company by or on behalf of the party
                claiming
                indemnification specifically for inclusion therein. This indemnity
                agreement shall be in addition to any liability that the Company
                may
                otherwise have.

            


    

     

    
      	 	
              (b)

            	
              Each
                Holder of securities covered by the Resale Registration Statement
                severally and not jointly agrees to indemnify and hold harmless the
                Company, each of its directors, each of its officers who signs the
                Resale
                Registration Statement and each person who controls the Company within
                the
                meaning of either the Securities Act or the Exchange Act, to the
                same
                extent as the foregoing indemnity from the Company to each such Holder,
                but only with reference to information relating to such Holder furnished
                to the Company by or on behalf of such Holder specifically for inclusion
                in the documents referred to in the foregoing indemnity. This indemnity
                agreement shall be acknowledged by each Notice Holder that is not
                a
                Subscriber in such Notice Holder's Notice and Questionnaire and shall
                be
                in addition to any liability that any such Notice Holder may otherwise
                have.

            


    


    
      
        
        

      

      
        Page
          9

        
          

        

      

      
        
        

      

    

     

    
      	 	
              (c)

            	
              Promptly
                after receipt by an indemnified party under this Section 7 of notice
                of
                the commencement of any action, such indemnified party will, if a
                claim in
                respect thereof is to be made against the indemnifying party under
                this
                Section 7, notify the indemnifying party in writing of the commencement
                thereof; but the failure so to notify the indemnifying party (i)
                will not
                relieve it from liability under paragraph (a) or (b) above unless
                such
                failure results in the forfeiture by the indemnifying party of substantial
                rights and defenses or otherwise materially prejudices the indemnifying
                party; and (ii) will not, in any event, relieve the indemnifying
                party
                from any obligations to any indemnified party other than the
                indemnification obligation provided in paragraph (a) or (b) above.
                The
                indemnifying party shall be entitled to appoint counsel (including
                local
                counsel) of the indemnifying party's choice at the indemnifying party's
                expense to represent the indemnified party in any action for which
                indemnification is sought (in which case the indemnifying party shall
                not
                thereafter be responsible for the fees and expenses of any separate
                counsel, other than local counsel if not appointed by the indemnifying
                party, retained by the indemnified party or parties except as set
                forth
                below); provided, however, that such counsel shall be reasonably
                satisfactory to the indemnified party. Notwithstanding the indemnifying
                party's election to appoint counsel (including one local counsel)
                to
                represent the indemnified party in an action, the indemnified party
                shall
                have the right to employ separate counsel (including local counsel),
                and
                the indemnifying party shall bear the reasonable fees, costs and
                expenses
                of such separate counsel if (i) the use of counsel chosen by the
                indemnifying party to represent the indemnified party would present
                such
                counsel with a conflict of interest; (ii) the actual or potential
                defendants in, or targets of, any such action include both the indemnified
                party and the indemnifying party and the indemnified party shall
                have
                reasonably concluded that there may be legal defenses available to
                it
                and/or other indemnified parties that are different from or additional
                to
                those available to the indemnifying party; (iii) the indemnifying
                party
                shall not have employed counsel reasonably satisfactory to the indemnified
                party to represent the indemnified party within a reasonable time
                after
                notice of the institution of such action; or (iv) the indemnifying
                party
                shall authorize the indemnified party to employ separate counsel
                at the
                expense of the indemnifying party. An indemnifying party will not,
                without
                the prior written consent of the indemnified parties, settle or compromise
                or consent to the entry of any judgment with respect to any pending
                or
                threatened claim, action, suit or proceeding in respect of which
                indemnification or contribution may be sought hereunder (whether
                or not
                the indemnified parties are actual or potential parties to such claim
                or
                action) unless such settlement, compromise or consent includes an
                unconditional release of each indemnified party from all liability
                arising
                out of such claim, action, suit or
                proceeding.

            


    


    
      
        
        

      

      
        Page
          10

        
          

        

      

      
        
        

      

    

     

    
      	 	
              (d)

            	
              If
                the indemnification to which an indemnified party is entitled under
                this
                Section 7 is for any reason unavailable to or insufficient although
                applicable in accordance with its terms to hold harmless an indemnified
                party in respect of any losses, liabilities, claims, damages or expenses
                referred to therein, then each indemnifying party shall contribute
                to the
                aggregate amount of such losses, liabilities, claims, damages and
                expenses
                incurred by such indemnified party, as incurred, in such proportion
                as is
                appropriate to reflect the relative fault of the indemnifying party
                or
                parties on the one hand and of the indemnified party on the other
                hand in
                connection with the statements or omissions which resulted in such
                losses,
                liabilities, claims, damages or expenses, as well as any other relevant
                equitable considerations.

            


    

     

    The
      relative fault of the Company on the one hand and the Holders of the Registrable
      Securities or the Subscribers on the other hand shall be determined by reference
      to, among other things, whether any such untrue or alleged untrue statement
      of a
      material fact or omission or alleged omission to state a material fact relates
      to information supplied by the Company or by the Holder of the Registrable
      Securities or the Subscribers and the parties’ relative intent, knowledge,
      access to information and opportunity to correct or prevent such statement
      or
      omission.

     

    The
      parties hereto agree that it would not be just and equitable if contribution
      pursuant to this Section 7(d) were determined by pro rata allocation or by
      any
      other method of allocation which does not take account of the equitable
      considerations referred to above in this Section 7(d). The aggregate amount
      of
      losses, liabilities, claims, damages, and expenses incurred by an indemnified
      party and referred to above in this Section 7(d) shall be deemed to include
      any
      out-of-pocket legal or other expenses reasonably incurred by such indemnified
      party in investigating, preparing or defending against any litigation, or any
      investigation or proceeding by any governmental agency or body, commenced or
      threatened, or any claim whatsoever based upon any such untrue or alleged untrue
      statement or omission or alleged omission.

     

    Notwithstanding
      the provisions of this Section 7, neither the Holder of any Registrable
      Securities nor the Subscribers shall be required to indemnify or contribute
      any
      amount in excess of the amount by which the proceeds received from the sale
      of
      the Registrable Securities by such Holder of Registrable Securities exceeds
      the
      amount of any damages that such Holder of Registrable Securities or the
      Subscribers has otherwise been required to pay by reason of such untrue or
      alleged untrue statement or omission or alleged omission.

     

    No
      person
      guilty of fraudulent misrepresentation (within the meaning of Section 11(f)
      of
      the Securities Act) shall be entitled to contribution from any person who was
      not guilty of such fraudulent misrepresentation.

     

    
      
        
        

      

      
        Page
          11

        
          

        

      

      
        
        

      

    

     

    For
      purposes of this Section 7(d), each person, if any, who controls the Subscribers
      or any Holder of Registrable Securities within the meaning of Section 15 of
      the
      Securities Act or Section 20 of the Exchange Act shall have the same rights
      to
      contribution as the Subscribers or such Holder, and each person, if any, who
      controls the Company within the meaning of Section 15 of the Securities Act
      or
      Section 20 of the Exchange Act shall have the same rights to contribution as
      the
      Company.

     

    
      	 	
              (e)

            	
              The
                provisions of this Section 7 shall remain in full force and effect,
                regardless of any investigation made by or on behalf of any Holder
                or the
                Company or any of the indemnified persons referred to in this Section
                7,
                and shall survive the sale by a Holder of Registrable Securities
                covered
                by the Resale Registration
                Statement.

            


    

     

    
      	
              SECTION
                8.

            	
              Miscellaneous

            


    

     

    
      	 	
              (a)

            	
              No
                Conflicting Agreements.
                The Company is not, as of the date hereof, a party to, nor shall
                it, on or
                after the date of this Agreement, enter into, any agreement with
                respect
                to the Company’s securities that conflicts with the rights granted to the
                Holders of Registrable Securities in this Agreement. The Company
                represents and warrants that the rights granted to the Holders of
                Registrable Securities hereunder do not in any way conflict with
                the
                rights granted to the holders of the Company’s securities under any other
                agreements.

            


    

     

    
      	 	
              (b)

            	
              Amendments
                and Waivers.
                The provisions of this Agreement, including the provisions of this
                sentence, may not be amended, modified or supplemented, and waivers
                or
                consents to departures from the provisions hereof may not be given,
                unless
                the Company has obtained the written consent of Holders of a majority
                of
                the then outstanding Registrable Securities. Notwithstanding the
                foregoing, a waiver or consent to depart from the provisions hereof
                with
                respect to a matter that relates exclusively to the rights of Holders
                of
                Registrable Securities whose securities are being sold pursuant to
                a
                Registration Statement and that does not directly or indirectly affect
                the
                rights of other Holders of Registrable Securities may be given by
                Holders
                of at least a majority of the Registrable Securities being sold by
                such
                Holders pursuant to such Registration Statement; provided, that the
                provisions of this sentence may not be amended, modified, or supplemented
                except in accordance with the provisions of the immediately preceding
                sentence. Each Holder of Registrable Securities outstanding at the
                time of
                any such amendment, modification, supplement, waiver or consent or
                thereafter shall be bound by any such amendment, modification, supplement,
                waiver or consent effected pursuant to this Section 8(b), whether
                or not
                any notice, writing or marking indicating such amendment, modification,
                supplement, waiver or consent appears on the Registrable Securities
                or is
                delivered to such Holder.

            


    

     

    
      	 	
              (c)

            	
              Notices.
                All notices and other communications provided for or permitted hereunder
                shall be made in writing by hand delivery, by telecopier, by courier
                guaranteeing overnight delivery or by first-class mail, return receipt
                requested, and shall be deemed given (i) when made, if made by hand
                delivery, (ii) upon confirmation, if made by telecopier, (iii) one
                (1)
                Business Day after being deposited with such courier, if made by
                overnight
                courier, or (iv) on the date indicated on the notice of receipt,
                if made
                by first-class mail, to the parties as
                follows:

            


    


    
      
        
        

      

      
        Page
          12

        
          

        

      

      
        
        

      

    

     

    if
      to a
      Notice Holder, at the most current address given by such Holder to the Company
      in a Notice and Questionnaire or any amendment thereto;

     

    if
      to the
      Company, to:

     

    Apollo
      Gold Corporation

    5655
      S.
      Yosemite Street, Suite 200 

    Greenwood
      Village, CO 80111-3220 

    Facsimile:
      (303) 524-3280

    Attention:
      Chief Financial Officer

     

    with
      a
      copy to:

     

    Davis
      Graham & Stubbs LLP

    1550
      Seventeenth Street, Suite 500 

    Denver,
      Colorado 80202

    Facsimile
      No. (303) 893-1379

     

    or
      to
      such other address as such person may have furnished to the other persons
      identified in this Section 8(c) in writing in accordance herewith.

     

    
      	 	
              (d)

            	
              Approval
                of Holders.
                Whenever the consent or approval of Holders of a specified percentage
                of
                Registrable Securities is required hereunder, Registrable Securities
                held
                by the Company or its Affiliates (other than the Subscribers or subsequent
                Holders of Registrable Securities if such subsequent Holders are
                deemed to
                be such Affiliates solely by reason of their holdings of such Registrable
                Securities) shall not be counted in determining whether such consent
                or
                approval was given by the Holders of such required
                percentage.

            


    

     

    
      	 	
              (e)

            	
              Successors
                and Assigns.
                This Agreement shall inure to the benefit of and be binding upon
                the
                successors and assigns of each of the parties hereto and, without
                requiring any express assignment, shall inure to the benefit of and
                be
                binding upon transferees of each Holder of any Registrable Securities;
                provided, that nothing herein shall be deemed to permit any assignment,
                transfer of other disposition of Registrable Securities in violation
                of
                the terms of the Subscription Agreements. If any transferee of any
                Holder
                shall acquire Registrable Securities in any manner, whether by operation
                of law or otherwise, such Registrable Securities shall be subject
                to all
                of the terms of this Agreement and by taking and holding such Registrable
                Securities such person shall be conclusively deemed to have agreed
                to be
                bound by and to perform all of the terms and provisions of this Agreement.
                Each transferee of the Registrable Securities is not entitled to
                resell
                its Registrable Securities on the Resale Registration Statement unless
                and
                until it has complied with the provisions of Section 2(d)
                hereof.

            


    


    
      
        
        

      

      
        Page
          13

        
          

        

      

      
        
        

      

    

     

    
      	 	
              (f)

            	
              Counterparts.
                This Agreement may be executed in any number of counterparts and
                by the
                parties hereto in separate counterparts, each of which when so executed
                shall be deemed to be original and all of which taken together shall
                constitute one and the same
                agreement.

            


    

     

    
      	 	
              (g)

            	
              Headings.
                The headings in this Agreement are for convenience of reference only
                and
                shall not limit or otherwise affect the meaning
                hereof.

            


    

     

    
      	 	
              (h)

            	
              Governing
                Law. THIS
                AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE
                LAWS
                OF THE STATE OF COLORADO.

            


    

     

    
      	 	
              (i)

            	
              Severability.
                If any term, provision, covenant or restriction of this Agreement
                is held
                to be invalid, illegal, void or unenforceable, the remainder of the
                terms,
                provisions, covenants and restrictions set forth herein shall remain
                in
                full force and effect and shall in no way be affected, impaired or
                invalidated thereby, and the parties hereto shall use their reasonable
                best efforts to find and employ an alternative means to achieve the
                same
                or substantially the same result as that contemplated by such term,
                provision, covenant or restriction, it being intended that all of
                the
                rights and privileges of the parties hereto shall be enforceable
                to the
                fullest extent permitted by law.

            


    

     

    
      	 	
              (j)

            	
              Entire
                Agreement.
                This Agreement is intended by the parties hereto as a final expression
                of
                their agreement and is intended to be a complete and exclusive statement
                of the agreement and understanding of the parties hereto in respect
                of the
                subject matter contained herein and the registration rights granted
                by the
                Company with respect to the Registrable Securities. Except as provided
                in
                the Subscription Agreements, there are no restrictions, promises,
                warranties or undertakings, other than those set forth or referred
                to
                herein, with respect to the registration rights granted by the Company
                with respect to the Registrable Securities. This Agreement supersedes
                all
                prior agreements and undertakings among the parties hereto with respect
                to
                such registration rights.

            


    

     

    
      	 	
              (k)

            	
              Termination.
                This Agreement and the obligations of the parties hereunder shall
                terminate upon the earlier to occur of (i) the expiration of the
                Effectiveness Period or (ii) such time as there shall be no Registrable
                Securities.

            


    

     

    [REMAINDER
      OF PAGE INTENTIONALLY LEFT BLANK. SIGNATURE PAGE TO FOLLOW]


    
      
        
        

      

      
        Page
          14

        
          

        

      

      
        
        

      

    

     

    IN
      WITNESS WHEREOF, the parties have executed this Registration Rights Agreement
      as
      of the date first written above.

    


    
      	
              APOLLO
                GOLD CORPORATION

            
	 	 
	
              By:

            	
               

            
	 	
              Name:

            
	 	
              Title:

            
	 	 
	
              [Name
                of Subscriber]

            
	 	 
	
              By:

            	
               

            
	 	
              Name:

            
	 	
              Title:

            


    


    
      
        
        

      

      
        Page
          15

        
          

        

      

      
        
        

      

    

     

    ANNEX
      A

     

    FORM
      OF SELLING SECURITYHOLDER NOTICE AND QUESTIONNAIRE.

     

    The
      undersigned beneficial owner (the “Selling Securityholder”) of Registrable
      Securities hereby gives notice to the Company of its intention to sell or
      otherwise dispose of Registrable Securities beneficially owned by it and listed
      below in Item 3 (unless otherwise specified under such Item 3) pursuant to
      the
      Resale Registration Statement. The undersigned, by signing and returning this
      Notice and Questionnaire, understands that it will be bound by the terms and
      conditions of this Notice and Questionnaire and the Registration Rights
      Agreement.

     

    Pursuant
      to the Registration Rights Agreement, the undersigned has agreed to indemnify
      and hold harmless the Company's directors and officers and each person, if
      any,
      who controls the Company within the meaning of either Section 15 of the
      Securities Act or Section 20 of the Securities Exchange Act of 1934, as amended
      (the “Exchange Act”), from and against certain losses arising in connection with
      statements concerning the undersigned made in the Company's Resale Registration
      Statement or the related prospectus in reliance upon the information provided
      in
      this Notice and Questionnaire.

     

    If
      the
      Selling Securityholder transfers all or any portion of the Registrable
      Securities listed in Item 3 below after the date on which such information
      is
      provided to the Company, the Selling Securityholder agrees to notify the
      transferee(s) at the time of the transfer of its rights and obligations under
      the registration Rights Agreement and that the transferee must complete this
      Notice and Questionnaire in order to avail itself of the rights under the
      Registration Rights Agreement.

     

    [CONTINUED
      NEXT PAGE]


    
      
        
        

      

      
        Page
          16

        
          

        

      

      
        
        

      

    

     

    QUESTIONNAIRE

     

    Please
      respond to every item, even if your response is “none.” If you need more space
      for any response, please attach additional sheets of paper. Please be sure
      to
      indicate your name and the number of the item being responded to on each such
      additional sheet of paper, and to sign each such additional sheet of paper
      before attaching it to this Questionnaire. Please note that you may be asked
      to
      answer additional questions depending on your responses to the following
      questions.

     

    COMPLETED
      QUESTIONNAIRES SHOULD BE RETURNED TO

    APOLLO
      GOLD CORPORATION AS FOLLOWS:

     

    ONE
      (1) COPY BY FACSIMILE TO FAX: (303) 524-3280

     

    WITH
      THE
      ORIGINAL COPY TO FOLLOW TO:

     

    APOLLO
      GOLD CORPORATION

     

    5655
      S. YOSEMITE STREET, SUITE 200, GREENWOOD VILLAGE, CO
      80111-3220

     

    ATTENTION:
      CHIEF FINANCIAL OFFICER

     

    The
      undersigned hereby provides the following information to the Company and
      represents and warrants that such information is accurate and
      complete:

     

    
      	
              1.

            	
              Your
                Identity and Background as the Beneficial Owner of The Registrable
                Securities.

            


    

     

    
      	 	
              (a)

            	
              Your
                full legal name:

            


      	 	 	 


      	 	 	 


    

     

    
      	 	
              (b)

            	
              Your
                business address (including street address) (or residence if no business
                address), telephone number and facsimile
                number:

            


      	 	 	 


      	 	 	Address:  ___________________________________________________________________________________


      	 	 	 


      	 	 	 


      	 	 	 


      	 	 	Telephone No.:  ___________________________________________________________________________________


      	 	 	 


      	 	 	Fax No.:  ___________________________________________________________________________________


    

     

    
      	 	
              (c)

            	
              Are
                you a broker-dealer registered pursuant to Section 15 of the Exchange
                Act?

            


    

     

    o
Yes.

     

    o
      No.


    
      
        
        

      

      
        Page
          17

        
          

        

      

      
        
        

      

    

     

    
      	 	
              (d)

            	
              If
                your response to Item 1(c) above is no, are you an “affiliate” of a
                broker-dealer registered pursuant to Section 15 of the Exchange
                Act?

            


    

     

    o
Yes.

     

    o No.

     

    For
      the
      purposes of this Item 1(d), an “affiliate” of a registered broker-dealer shall
      include any company that directly, or indirectly through one or more
      intermediaries, controls, or is controlled by, or is under common control with,
      such broker-dealer, and does not include any individuals employed by such
      broker-dealer or its affiliates.

     

    
      	 	
              (e)

            	
              Full
                legal name of person or entity in whose name you hold the Registrable
                Securities—(i.e. name of your broker, if applicable, through which your
                Registered Securities are held):

            


      	 	 	 


    

     

    Record
      Stockholder:
      ______________________________________________________________

     

    Name
      of
      broker:
      _______________________________________________________________________

     

    Contact
      person:_______________________________________________________________________

     

    Telephone
      No.:
      _______________________________________________________________________

     

    
      	
              2.

            	
              Your
                Relationship With Apollo Gold
                Corporation

            


    

     

    
      	 	
              (a)

            	
              Have
                you or any of your affiliates, officers, directors or principal equity
                holders (owners of 5% or more of the equity securities of the undersigned)
                held any position or office or have you had any other material
                relationship with Apollo Gold Corporation (or its predecessors or
                affiliates) within the past three
                years?

            


    

     

    o Yes.

     

    o
No.

     

    
      	 	
              (b)

            	
              If
                your response to Item 2(a) above is yes, please state the nature
                and
                duration of your relationship with Apollo Gold
                Corporation:

            


    

     

    
      	
              3.

            	
              Your
                Interest in the Registrable
                Securities.

            


    

     

    
      	 	
              (a)

            	
              State
                the number of such Registrable Securities beneficially owned by
                you.

            


      	 	 	 


      	 	 	 


    

     

    
      	 	
              (b)

            	
              Other
                than as set forth in your response to Item 3(a) above, do you beneficially
                own any other securities of Apollo Gold
                Corporation?

            


    

     

    o
Yes.

     

    o
No.

     

    
      
        
        

      

      
        Page
          18

        
          

        

      

      
        
        

      

    

     

    
      	 	
              (c)

            	
              If
                your answer to Item 3(b) above is yes, state the type, the aggregate
                amount and CUSIP No. (if applicable) of such other securities of
                Apollo
                Gold Corporation beneficially owned by
                you:

            


    

     

    Type:
      ____________________________________________________________________________

     

    Aggregate
      amount:
      ___________________________________________________________________

     

    CUSIP
      No.:
      ____________________________________________________________________________

     

    
      	 	
              (d)

            	
              Did
                you acquire the securities listed in Item 3(a) above in the ordinary
                course of business?

            


    

     

    o
Yes.

     

    o
No.

     

    
      	 	
              (e)

            	
              At
                the time of your purchase of the securities listed in Item 3(a) above,
                did
                you have any agreements or understandings, directly or indirectly,
                with
                any person to distribute the
                securities?

            


    

     

    o
Yes.

     

    o
No.

     

    
      	 	
              (f)

            	
              If
                your response to Item 3(e) above is yes, please describe such agreements
                or understandings:

            


    

     

    
      	
              4.

            	
              Nature
                of Your Beneficial Ownership.

            


    

     

    
      	 	
              (a)

            	
              If
                the name of the beneficial owner of the Registrable Securities set
                forth
                in your response to Item 1(a) above is that of a limited partnership
                or
                corporation, state the names of the general partners of such limited
                partnership or the officers and directors of such
                corporation:

            


      	 	 	 


      	 	 	 


      	 	 	 


      	 	 	 


      	 	 	 


      	 	 	 


    

     

    
      	 	
              (b)

            	
              With
                respect to each general partner listed in Item 4(a) above who is
                not a
                natural person, and is not publicly held, name each shareholder (or
                holder
                of partnership interests, if applicable) of such general partner.
                If any
                of these named shareholders are not natural persons or publicly held
                entities, please provide the same information. This process should
                be
                repeated until you reach natural persons or a publicly held
                entity.

            


    

    
      	
            	 	 


      	 	 	 


      	 	 	 


      	 	 	 


      	 	 	 


      	 	 	 


    

     

    
      
        
        

      

      
        Page
          19

        
          

        

      

      
        
        

      

    


     

    
      	 	
              (c)

            	
              Name
                your controlling shareholder(s) or other person or entity who has
                the
                ability to exercise control over you (the “Controlling Entity”). If the
                Controlling Entity is not a natural person and is not a publicly
                held
                entity, name each shareholder of such Controlling Entity. If any
                of these
                named shareholders are not natural persons or publicly held entities,
                please provide the same information. This process should be repeated
                until
                you reach natural persons or a publicly held
                entity.

            


    

     

    
      	 	
              (A)(i)

            	
              Full
                legal name of Controlling Entity(ies) or natural person(s) with who
                have
                sole or shared voting or dispositive power over the Registrable
                Securities:

            


    

     

    
      	 	 	
              Business
                address (including street address) (or residence if no business address),
                telephone number and facsimile number of such
                person(s):

            


    

     

    Address:
      ____________________________________________________________________

     

    Telephone:
      ____________________________________________________________________

     

    Fax:
      ____________________________________________________________________

     

    Name
      of
      Shareholder: ______________________________________________________

     

    
      	 	
              (B)(i)

            	
              Full
                legal name of Controlling Entity(ies):

            


      	 	 	 


      	 	 	 


    

     

    Business
      address (including street address) (or residence if no business address),
      telephone number and facsimile number of such person(s):

     

    Address:
      ____________________________________________________________________

     

    Telephone:
      ____________________________________________________________________

     

    Fax:
      ____________________________________________________________________

     

    Name
      of
      Shareholders: _____________________________________________________

     

    _____________________________________________________________________________________

     

    _____________________________________________________________________________________

     

    If
      you
      need more space for this response, please attach additional sheets of paper.
      Please be sure to indicate your name and the number of the item being responded
      to on each such additional sheet of paper, and to sign each such additional
      sheet of paper before attaching it to this Questionnaire. Please note that
      you
      may be asked to answer additional questions depending on your responses to
      the
      following questions.


    
      
        
        

      

      
        Page
          20

        
          

        

      

      
        
        

      

    

     

    
      	
              5.

            	
              Plan
                of Distribution.

            


    

     

    The
      undersigned (including its donees or pledgees) intends to distribute the
      Registrable Securities listed above in Item 3 pursuant to the Resale
      Registration Statement only as follows (if at all): Such Registrable Securities
      may be sold from time to time directly by the undersigned or, alternatively,
      through underwriters, broker-dealers or agents. If the Registrable Securities
      are sold through underwriters, broker-dealers or agents, the Selling
      Securityholder will be responsible for underwriting discounts or commissions
      or
      agents' commissions. Such Registrable Securities may be sold in one or more
      transactions at fixed prices, at prevailing market prices at the time of sale,
      at varying prices determined at the time of sale or at negotiated prices. Such
      sales may be effected in transactions (which may involve block transactions)
      (i)
      on any national securities exchange or quotation service on which the
      Registrable Securities may be listed or quoted at the time of sale, (ii) in
      the
      over-the-counter market, or (iii) in transactions otherwise than on such
      exchanges or services or in the over-the-counter market.

     

    DATED
      this _____________ day
      of
__________________________,
      2008.

    


    
      	 
	
              Signature
                of Subscriber

            
	 
	 
	
              (Print
                name)

            


    

     

    
      
        
        

      

      
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          21